Item 1.02 Termination of a Material Definitive Agreement.
In connection with the Merger, on
Item 2.01 Completion of Acquisition or Disposition of Assets.
At the effective time of the Merger (the "Effective Time"), each outstanding
share of common stock, par value
At the Effective Time, (1) each outstanding SRC restricted stock unit and stock bonus award became fully vested and was cancelled in exchange for the Merger Consideration in respect of each share of SRC common stock underlying the applicable award, (2) each SRC performance stock unit that was outstanding as of the Effective Time became vested and was cancelled in exchange for the Merger Consideration in respect of each share of SRC common stock underlying the applicable award (with such number of shares of SRC common stock determined based on target performance and any remaining shares of SRC common stock subject to the award forfeited), less applicable tax withholdings, (3) each SRC performance stock unit granted following the execution of the Merger Agreement as required by the terms of the Merger Agreement was assumed and converted into a PDC performance stock unit that remains subject to the same terms and conditions (including performance-vesting terms) that applied immediately prior to the Effective Time, except that the number of shares of PDC common stock subject to each PDC performance stock unit was determined by multiplying the number of shares subject to the SRC performance stock unit by 0.158 (rounded to the nearest whole share), (4) each outstanding in-the-money SRC stock option was cancelled in exchange for the Merger Consideration in respect of each "Net Share Option" subject to the applicable option and (5) each outstanding, out-of-the-money SRC stock option was cancelled for no consideration.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby is not complete and is subject to and qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which
was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the
The information set forth in the Introductory Note above is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the completion of the Merger, on
Additionally, PDC, as successor by merger to SRC, intends to file with the
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Upon completion of the Merger, each holder of SRC common stock immediately prior to the Effective Time ceased to have any rights as a shareholder of SRC other than the right to receive the Merger Consideration pursuant to the Merger Agreement.
In addition, in connection with the completion of the Merger, on
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, the Company merged with and into PDC on the Closing Date, with PDC continuing as the surviving corporation. The information set forth in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
In accordance with the Merger Agreement, as a result of the Merger, the
directors of the Company,
In addition, at the Effective Time, each executive officer of the Company,
including
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
In connection with the Merger and as of the Effective Time, SRC ceased to exist and PDC continued as the surviving corporation. The certificate of incorporation and bylaws of PDC as in effect at the Effective Time remained as the certificate of incorporation and bylaws of PDC, as the surviving corporation of the Merger. The certificate of incorporation and the bylaws of PDC are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Agreement and Plan of Merger, dated as ofAugust 25, 2019 , by and 2.1 between PDC Energy, Inc. andSRC Energy Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of SRC filed onAugust 26, 2019 (File No. 001-35245)).† Certificate of Incorporation of PDC Energy, Inc. (incorporated by 3.1 reference to Exhibit 3.1 to the Current Report on Form 8-K12B of PDC filed onJune 8, 2015 (File No. 001-37419)). Bylaws of PDC Energy, Inc. (incorporated by reference to Exhibit 3.2 3.2 to the Current Report on Form 8-K12B of PDC filed onJune 8, 2015 (File No. 001-37419)). 10.1 Form of New PSU Award Agreement. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by theSEC . 4
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